Record Retention and Archival Policy

OBJECTIVE

Effective management of ICRA Lanka Limited (the “Company”) Records is a foundation for operational efficiency and compliance. The objective of the Record Retention and Archival Policy (“Policy”) is to provide guidance on retention, preservation, archival and disposal of the Records thereby reducing the cost of daily operations by achieving efficiencies and eliminating the storage of unnecessary and outdated Records.

The Policy shall also ensure that valuable Records are available when needed, protect against allegations of selective document destruction, preserve intellectual property, help in cost management and provide for the routine destruction of unnecessary and outdated Records.

SCOPE

The Policy applies to all Employees of the Company and covers all Company Records including Books and Paper, rating related documents, agreements, contracts and any other document maintained on paper or in electronic form. All Employees, who create, receive, use or manage Company Records, are required to comply with this Policy.

POLICY
1. Classification of Records

This Policy prescribes the following criteria for classification of all Records in the Company:

a. Permanent Records;

b. Records – Preserved for eight years and above;

c. Records – Preserved for less than eight years; and

d. Non Essential Records.

2. Description and Retention

a. Permanent Records;

Permanent records are records that must be created or received and retained forever either by virtue of the nature of the records or as per requirement under applicable law. Each of the Permanent Records is to be retained as directed in the Record Retention Schedules.

b. Records – Preserved for eight years and above;

Records that must be retained, pursuant to any statutory requirements, for a period not less than eight years after completion of the relevant transaction. Each of the Records (Preserved for eight years and above) is to be retained as directed in the Record Retention Schedules, subject to a longer Retention Period if such Record is subject to a Litigation Hold (as defined in Section 5), in which case, such Record shall be retained until the later of the expiration of the applicable Record Retention Period specified in the Record Retention Schedule or the release of the Record from the Litigation Hold under Section 5 of this Policy.

c. Records – Preserved for less than eight years;

Records that must be retained, pursuant to any statutory requirements, for a period less than eight years after completion of the relevant transaction. Each of the Records (Preserved for less than eight years) is to be retained as directed in the Record Retention Schedules, subject to a longer Retention Period if such Record is subject to a Litigation Hold, in which case, such Record shall be retained until the later of the expiration of the applicable Record Retention Period specified in the Record Retention Schedule or the release of the Record from the Litigation Hold under Section 5 of this Policy.

d. Non Essential Records

Records that are neither Permanent Records nor Records falling under Sub-sections 2 (b) or (c), are referred to as Non Essential Records. Non Essential Records are not required to be retained unless they are subject to a Litigation Hold, in which case, such Record shall be retained under Section 5 of this Policy.

Any questions as to the specific category as to which any particular Record would fall under should be directed to the CEO/Managing Director of ICRA Lanka in consultation with the Legal Function of ICRA Ltd.

3. Disposal

a. Records – Covered under Sections 2(b) and 2(c) above

Records are to be disposed of at the end of their Record Retention Period in accordance with the procedures for disposal of Records set out in Section 4, unless the relevant Record is subject to a Litigation Hold. Records that are subject to a Litigation Hold are to be disposed of when the Litigation Hold to which they are subject is released.

b. Non Essential Records

Non Essential Records, when they cease to be of business value, then subject to clearance from the Function Heads should be disposed of in accordance with the procedures for disposal of Records set out in Section 4 unless the relevant Record is subject to a Litigation Hold. Non Essential Records that are subject to a Litigation Hold are to be disposed of when the Litigation Hold to which they are subject is released. Further, in case of any confusion, Compliance or  Legal Functions should be consulted.

For more information on Litigation Holds, please see Section 5 below.

4. Procedure for Disposal of Records

a. Upon the expiration of the relevant Records Retention Period or the Non Essential Records ceasing to be of business value, the Records shall be prepared for destruction post sign off from the responsible party as per the attached schedule, unless subject to a Litigation Hold that has been placed on such Records in accordance with Section 5. Responsible party as per the attached schedule should maintain the log of Records disposed and share the same with the Compliance Function.

b. All paper documents destroyed pursuant to this Policy shall be cut by mechanical shredder. Electronic data contained on servers and hard drives shall be deleted and overwritten. Electronic data contained on all other media shall be destroyed by the physical destruction of that media.

5. Retention and Disposal of Records Subject to a Litigation Hold

a. The Company is legally obligated to preserve, and not destroy, discard, alter or make inaccessible, any and all Records potentially relevant to any pending or reasonably anticipated litigation, governmental investigation, administrative proceeding, or court or agency order. From time to time, the Legal Function may provide Employees with notice of litigation, government investigation or other such matter, and direct Employees to retain Records and suspend the ordinary or scheduled destruction of Records (a “Litigation Hold”). A Litigation Hold requires that all Records that are in Company’s possession or control and that are potentially relevant to the pending or reasonably anticipated litigation, governmental investigation or administrative proceeding, or subject to a court or agency order, be preserved until further notice from the Legal Function.

b. Records in Company’s “possession or control” include all Records maintained by each Employee in the course of his or her work wherever those Records are located, including Records located at his or her home, in function files, on a laptop, hard drive, personal device or elsewhere. Employees may not discard, destroy, alter, mutilate, conceal, cover up, falsify, delete, remove or otherwise dispose off any Record, original or copy, that is covered by a Litigation Hold. A Litigation Hold remains in effect unless and until the Legal Function provides written notice that it has been released. Employees are required to take necessary and appropriate steps to ensure that all Records subject to a Litigation Hold are retained and not destroyed. Failure to abide by a Litigation Hold could result in severe consequences to both Company and individual Employees.

Any questions as to whether a particular Record is subject to a Litigation Hold should be directed to the CEO/Managing Director of ICRA Lanka in consultation with the Legal Function of ICRA Ltd.

6. Responsibilities

a. Compliance Function

The Compliance function is responsible for the following:

i. Develop and maintain the Policy and Schedules in compliance with applicable laws and regulations.

ii. Providing advice to all business units concerning the regulatory aspects of corporate recordkeeping.

iii. Create awareness to all Employees regarding the Policy, its requirements of maintaining Records in a form that accurately reflects the information and allows it to be accurately reproduced throughout the Record Retention Period as specified under this Policy and Schedules thereto.

b. Legal Function

The Legal function is responsible for the following:

i. Determination as to specific category as to which any particular Record would fall under for purposes of this Policy.

ii. Determination whether a particular Record is subject to a Litigation Hold, and when any particular Record is to be released from a Litigation Hold.

c. All Functions and Business Units

All functions and business units are directly responsible for the day-to-day management of all Records, pertaining to the business of the Company in accordance with the Policy and Schedules. All functions and business units are responsible for notifying the Compliance Function of any new law including any regulation, rule, notification or circular etc. that may impact the Schedules.

d. Employees

All Employees who create or use Company Records and information are responsible for the following:

i. Create, maintain and dispose official Records and duplicate Records in their control in accordance with this Policy and Schedules.

ii. Comply with all applicable Litigation Hold notices.

e. Management

Management at all levels is responsible for the following:

i. Enforce the Policy and Schedules to ensure that business Records in their area are created, captured, maintained and processed for final disposition in accordance with the Policy and Schedules.

7. Retrieval and Archival of Records

All Records required to be preserved pursuant to this Policy shall be preserved in a manner that such Records can be retrieved and made available in a readable format promptly upon request by the Legal or Compliance Functions.

Records published on the Company website shall be maintained on the Company’s website for the period as prescribed under the aforesaid laws and regulations. Such Records shall thereafter be archived under the heading “Archives” and be retained on the Company’s website for such period as may be decided by the Managing Director & Group CEO of the Company, from time to time, subject to the applicable laws and/or regulations.

8. Certification

All new hires must acknowledge this Policy within 45 days of being notified of the requirement to certify. Thereafter, all Employees as may from time to time be designated by management in consultation with the Compliance Function will be required to certify their compliance with this Policy on an annual basis.

AMENDMENTS/MODIFICATIONS

The Board of Directors of the Company may subject to applicable laws amend, suspend or rescind this Policy at any time. Any difficulties or ambiguities in the Policy will be resolved by the Board of Directors in line with the broad intent of the Policy. The Board of Directors may also establish further rules and procedures, from time to time, to give effect to the intent of this Policy and further the objective of good corporate governance.

DEFINED TERMS

Employee

An employee is any full-time or contractual employee of ICRA, wherever located.

Function Head

A Function Head is an Employee with personnel management responsibilities and for this policy is any of the following: Managing Director & Group CEO, Group Chief Financial Officer, Head Rating Operations, Commercial Head, Head Human Resource and/or General Counsel, as may be applicable to the Company.

Record(s)

The term Records refers to all information that has been memorialized in any written, electronic or other recorded format, including but not limited to: correspondence, presentation materials, handwritten notes, charts, notebooks, and other similar paper materials; information stored on a computer or other means of recording any form of information or communication, such as email messages and their attachments; and any of the foregoing wherever they are located, including files kept at an Employee’s home or other premises. Notwithstanding the foregoing, unless otherwise specified in this Policy or Schedules, there is no requirement that the responsible party must maintain voice recordings, voicemail messages or recordings of video conferences.

Books and Paper

The term Books and Paper include books of accounts, deeds, vouchers, writings, documents, minutes and registers maintained on paper or in electronic form.

Record Retention Period

The Record Retention Period is the period of time for each of the following as specified in the applicable Record Retention Schedule:

a. Permanent Records;

b. Records – Preserved for eight years and above;

c. Records – Preserved for less than eight years; and

d. Non Essential Records.

Record Retention Schedules (or “Schedules”)

The Record Retention Schedules are the attached lists containing the following categories of Records as well as the relevant Record Retention Periods and the Responsible Parties for Retention and Disposal of those Records:

a. Permanent Records;

b. Records – Preserved for eight years and above;

c. Records – Preserved for less than eight years; and

e. Non Essential Records.

Any questions as to the specific category as to which any particular Record would fall under should be directed to the CEO/Managing Director of ICRA Lanka in consultation with the Legal Function of ICRA Ltd.

RECORD RETENTION SCHEDULES

PERMANENT RECORDS

Records that must be created or received and retained forever either by virtue of nature of the records or as per requirement under applicable law, including without limitation, the following:

RECORDS (Preserved for eight years and above)

Records that must be retained, pursuant to any statutory requirements, for a period not less than eight years after completion of the relevant transaction, including without limitation, the following:

RECORDS (Preserved for less than eight years)

Records that must be retained, pursuant to any statutory requirements, for a period less than eight years after completion of the relevant transaction, including without limitation, the following:

NON ESSENTIAL RECORDS

Records that are neither Permanent Records, Records (Preserved for eight years and above) or Records (Preserved for less than eight years)

Non Essential Records are not required to be maintained for any specific Retention Period, and may be disposed when they cease to be of any business value, post sign off from respective Function Head, unless they are subject to a Litigation Hold. Non Essential Records that are subject to a Litigation Hold must be maintained in accordance with the provisions of Section 5 of this Policy until they are released from such Litigation Hold. Upon release from any Litigation Hold, Non Essential Records may be disposed of as provided in the foregoing paragraph.